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Perimeter Solutions (PRM) director sees 37,944 performance-based options vest

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Form Type
4

Rhea-AI Filing Summary

HENNESSY SEAN P reported acquisition or exercise transactions in this Form 4 filing.

Perimeter Solutions, Inc. director Sean P. Hennessy reported the vesting of performance-based stock options covering 37,944 shares of common stock on February 26, 2026. These options, each described as a "Stock Option (right to buy)" with a reported price of $0.00 per share, stem from grants originally awarded between December 2021 and February 2025.

The filing explains that company performance criteria for fiscal year 2025 were met or partially met for six separate option grants, causing annual tranches of 6,194 shares, 7,000 shares in four separate grants, and 1,750 shares to become exercisable in five- or multi-year schedules tied to those awards.

Positive

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Negative

  • None.
Insider HENNESSY SEAN P
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 6,194 $0.00 --
Grant/Award Stock Option (right to buy) 7,000 $0.00 --
Grant/Award Stock Option (right to buy) 7,000 $0.00 --
Grant/Award Stock Option (right to buy) 7,000 $0.00 --
Grant/Award Stock Option (right to buy) 7,000 $0.00 --
Grant/Award Stock Option (right to buy) 1,750 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 6,194 shares (Direct)
Footnotes (1)
  1. On February 12, 2025, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2025, 2026, 2027, 2028 and 2029. The performance criteria for 2025 were partially met, resulting in the vesting of the option as to 6,194 shares of common stock. On February 14, 2024, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2024, 2025, 2026, 2027 and 2028. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock. On September 6, 2023, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2023, 2024, 2025, 2026 and 2027. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock. On February 15, 2023, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2023, 2024, 2025, 2026 and 2027. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock. On January 28, 2022, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024, 2025 and 2026. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock. On December 7, 2021, the reporting person was granted an option to purchase 8,750 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024, 2025 and 2026. The performance criteria for 2025 were met, resulting in the vesting of the option as to 1,750 shares of common stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HENNESSY SEAN P
(Last) (First) (Middle)
C/O PERIMETER SOLUTIONS, INC.
8000 MARYLAND AVE., SUITE 350
(Street)
CLAYTON MO 63105
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perimeter Solutions, Inc. [ PRM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $11.8 02/26/2026 A 6,194(1) 02/26/2026 02/12/2035 Common Stock 6,194 $0 6,194 D
Stock Option (right to buy) $5.23 02/26/2026 A 7,000(2) 02/26/2026 02/14/2034 Common Stock 7,000 $0 14,000 D
Stock Option (right to buy) $5.5 02/26/2026 A 7,000(3) 02/26/2026 09/06/2033 Common Stock 7,000 $0 21,000 D
Stock Option (right to buy) $8.88 02/26/2026 A 7,000(4) 02/26/2026 02/15/2033 Common Stock 7,000 $0 21,000 D
Stock Option (right to buy) $12.09 02/26/2026 A 7,000(5) 02/26/2026 01/28/2032 Common Stock 7,000 $0 28,000 D
Stock Option (right to buy) $11.8 02/26/2026 A 1,750(6) 02/26/2026 12/07/2031 Common Stock 1,750 $0 7,000 D
Explanation of Responses:
1. On February 12, 2025, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2025, 2026, 2027, 2028 and 2029. The performance criteria for 2025 were partially met, resulting in the vesting of the option as to 6,194 shares of common stock.
2. On February 14, 2024, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2024, 2025, 2026, 2027 and 2028. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock.
3. On September 6, 2023, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2023, 2024, 2025, 2026 and 2027. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock.
4. On February 15, 2023, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2023, 2024, 2025, 2026 and 2027. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock.
5. On January 28, 2022, the reporting person was granted an option to purchase 35,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024, 2025 and 2026. The performance criteria for 2025 were met, resulting in the vesting of the option as to 7,000 shares of common stock.
6. On December 7, 2021, the reporting person was granted an option to purchase 8,750 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending December 31, 2022, 2023, 2024, 2025 and 2026. The performance criteria for 2025 were met, resulting in the vesting of the option as to 1,750 shares of common stock.
Remarks:
/s/ Noriko Yokozuka, as Attorney-in-Fact 03/02/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Perimeter Solutions (PRM) report for Sean P. Hennessy?

Perimeter Solutions reported that director Sean P. Hennessy had performance-based stock options vest covering 37,944 shares of common stock. These options became exercisable after the company met or partially met specified fiscal 2025 performance criteria tied to prior multi-year option grants.

How many Perimeter Solutions (PRM) option shares vested for Sean P. Hennessy?

A total of 37,944 stock option shares vested for director Sean P. Hennessy. The vesting consists of tranches of 6,194 shares, four tranches of 7,000 shares, and one tranche of 1,750 shares, each linked to earlier option awards and 2025 performance conditions.

Were Sean P. Hennessy’s Perimeter Solutions options new grants or vesting of prior awards?

The transactions reflect vesting of prior awards, not new grants. The options were originally granted between December 2021 and February 2025, with each grant set to vest in annual installments based on Perimeter Solutions’ satisfaction of performance criteria for specified fiscal years.

What performance conditions triggered the Perimeter Solutions (PRM) option vesting in 2025?

The vesting was triggered when Perimeter Solutions’ performance criteria for fiscal year 2025 were met or, for one grant, partially met. These criteria governed whether annual tranches of previously granted options became exercisable for the 2025 performance period.

What exercise price is shown for Sean P. Hennessy’s Perimeter Solutions option vesting?

Each reported stock option vesting transaction lists a price per share of $0.0000. This indicates no cash consideration was recorded in connection with the vesting events themselves, which simply make the previously granted options exercisable according to their original award terms.

What is Sean P. Hennessy’s role at Perimeter Solutions (PRM) in this Form 4?

Sean P. Hennessy is identified as a director of Perimeter Solutions in the Form 4. The filing details his beneficial ownership changes in stock options that became exercisable when the company’s 2025 performance targets were achieved or partially achieved under earlier equity awards.